SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
F2 Bioscience IV L.P.

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE
SOUTH CHURCH STREET

(Street)
GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Radius Health, Inc. [ RDUS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/11/2014 C 1,794,983(1) A (1) 1,794,983(1) D(2)
Common Stock 06/11/2014 C 871,851(1) A (1) 871,851(1) I See footnote(3)
Common Stock 06/11/2014 P 587,500 A $8 587,500 I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-2 Convertible Preferred Stock (5) 06/11/2014 C 227,938 (5) (5) Common Stock 1,794,983(5) $0.00 0 D(2)
Series B-2 Convertible Preferred Stock (5) 06/11/2014 C 110,713 (5) (5) Common Stock 871,851(5) $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
F2 Bioscience IV L.P.

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE
SOUTH CHURCH STREET

(Street)
GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
F2 Bioscience IV GP Ltd.

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE
SOUTH CHURCH STREET

(Street)
GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
F2 Capital Ltd

(Last) (First) (Middle)
3RD FLOOR, GENEVE PLACE, WATERFRONT DR
PO BOX 3175, ROAD TOWN

(Street)
TORTOLA D8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Priestley Katherine

(Last) (First) (Middle)
SUITE 6, ALBION RIVERSIDE BUILDING
8 HESTER ROAD

(Street)
LONDON X0 SW11 4AX

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
F2 Bio Ventures V L.P.

(Last) (First) (Middle)
KINGSTON CHAMBERS, P.O. BOX 173
ROAD TOWN

(Street)
TORTOLA D8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
F2 Bio Ventures GP Ltd.

(Last) (First) (Middle)
KINGSTON CHAMBERS, P.O. BOX 173
ROAD TOWN

(Street)
TORTOLA D8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Globeways Holdings Ltd

(Last) (First) (Middle)
3RD FLOOR, GENEVE PLACE, WATERFRONT DR
PO BOX 3175, ROAD TOWN

(Street)
TORTOLA D8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
F2 Bioscience VI L.P.

(Last) (First) (Middle)
PO BOX 309, UGLAND HOUSE
SOUTH CHURCH STREET

(Street)
GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities reported reflect (i) the total number of shares of common stock issued pursuant to the conversion of Series B-2 Convertible Preferred Stock (the "Series B-2 Stock") previously reported, (ii) a 1 for 2.28 reverse stock split, effected by the Issuer on 4/24/14 (the "Stock Split"), and (iii) all accrued dividends on the Series B-2 Stock paid in shares of common stock in connection with such conversion.
2. The reported securities are owned directly by F2 Bioscience IV L.P. ("F2 IV"). F2 Bioscience IV GP Ltd. ("F2 IV GP") is the General Partner of F2 IV. Katherine Priestley and Globeways Holdings Limited ("Globeways") are members of F2 IV GP. F2 Capital Limited ("F2 Capital") is an investment adviser to F2 IV. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. The reported securities are owned directly by F2 Bio Ventures V L.P. ("F2 Bio"). F2 Bio Ventures GP Ltd. is the General Partner of F2 Bio. Globeways is the sole member of F2 Bio Ventures GP Ltd. F2 Capital is an investment adviser to F2 Bio. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. The reported securities are owned directly by F2 Bioscience VI L.P. ("F2 Science"). F2 IV GP is the General Partner of F2 Science. Katherine Priestley and Globeways are members of F2 IV GP. F2 Capital is an investment adviser to F2 Science. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
5. Prior to its automatic conversion into common stock upon the closing of the Issuer's initial public offering on June 11, 2014 (the "Closing Date"), the Series B-2 Stock was convertible at any time, at the holder's election and had no expiration date. On the Closing Date, the Series B-2 Stock was automatically converted into common stock on a 4.386 to 1 basis (which conversion ratio is reflective of the Stock Split), plus accrued dividends on the Series B-2 Stock payable in shares of common stock in connection with such conversion.
Remarks:
/s/ Morag Law, attorney-in-fact for F2 Bioscience IV, L.P. 06/12/2014
/s/ Morag Law, attorney-in-fact for F2 Bioscience IV GP Ltd. 06/12/2014
/s/ Morag Law, attorney-in-fact for F2 Capital Ltd. 06/12/2014
/s/ Morag Law, attorney-in-fact for Katherine Priestley 06/12/2014
/s/ Morag Law, attorney-in-fact for F2 Bio Ventures V, L.P. 06/12/2014
/s/ Morag Law, attorney-in-fact for F2 Bio Ventures GP Ltd. 06/12/2014
/s/ Morag Law, attorney-in-fact for Globeways Holdings Ltd. 06/12/2014
/s/ Morag Law, attorney-in-fact for F2 Bioscience VI, L.P. 06/12/2014
** Signature of Reporting Person Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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